exv10w1



 





July 28, 2004




Mr. Lloyd I. Miller, III

4550 Gordon Drive

Naples, FL 34102-7914




Dear Mr. Miller:




     In furtherance of the business and strategic objectives of Remote Dynamics
(the “Company” or “Buyer”), the Company has offered to purchase, and you and
certain affiliated entities named on the signature pages of this letter
agreement (“Sellers”) have agreed to sell, an aggregate of 929,948 shares (the
“Shares”) of common stock of the Company, par value $0.01 per share (the
“Common Stock”). You and the other Sellers received such shares (the “Shares”)
in exchange for previously existing debt of the Company that was previously
issued under the Company’s indenture for the 13.75% Notes due September 15,
2005. The Shares were acquired by the Sellers under the Third Amended Plan of
Reorganization (the “Plan”) of Minorplanet Systems USA, Inc., Caren (292)
Limited, and Minorplanet Systems USA Limited, confirmed by the U.S. Bankruptcy
Court for the Northern District of Texas-Dallas Division, effective July 2,
2004. In connection with the Plan, each share of Common Stock was stipulated
to be valued at $3.62.



     In connection with the purchase and sale of the Shares under this letter
agreement (the “Sale”), and for good and valuable consideration, the Company
and Sellers agree as follows:




	•	 	Each of the Sellers hereby sells, assigns, transfers, conveys and
delivers to Buyer, and Buyer hereby purchases and accepts the
assignment, transfer, conveyance and delivery from Seller of, all
right, title and interest of such Seller in and to the number of Shares
set forth for such Seller on the signature pages hereof, and Buyer
hereby agrees to pay to Seller a purchase price of $2.00 per share by
wire transfer in immediately available funds, or an aggregate purchase
price set forth for each Seller on the signature page hereof. The wire
instructions have been provided for each Seller in writing to the
Buyer.
	 
	•	 	Each of the Sellers represents and warrants that such Seller owns
the number of Shares set forth for such Seller on the signature pages
hereof, free and clear of all security interests, liens, claims,
charges, options or other encumbrance or restriction of any kind




 









 






	 	 	(collectively, a “Lien”), other than Liens on securities held in margin
accounts to be terminated on or prior to the date hereof and any Liens
that may be created by Buyer.
	 
	•	 	The undersigned Lloyd I. Miller, III, represents and warrants that
he is authorized to sign this letter agreement on behalf of each of the
Sellers.
	 
	•	 	This letter agreement and the transactions set forth herein have
been authorized and approved by all required corporate actions of the
Company, including approval by a Special Committee of the Board of
Directors of the Company consisting of directors that have no interest
in the Sale.
	 
	•	 	The relationship between Sellers and Buyer shall be that of seller
and buyer. Neither the Sellers nor the Buyer is a trustee or agent for
the other. As of the effective time of this letter agreement, Mr.
Miller has resigned as a director of the Company, and neither the
Sellers nor the Buyer have any fiduciary obligations or duty to the
other. This letter agreement shall not be construed to create a
partnership or joint venture between the parties.
	 
	•	 	Sellers and Buyer have conducted an independent evaluation of the
Company and the Sale, and each party has had an opportunity to ask
questions of the other party. Neither Sellers nor Buyer shall have any
responsibility or liability with respect to the disclosure or
nondisclosure of any information regarding the Company or the Sale,
provided that such information, if any, does not affect the truth or
accuracy of the representations or warranties contained in this letter
agreement.
	 
	•	 	Each Seller jointly and severally represents and warrants to the
Company that none of the Sellers is presently in possession of any
material non-public information that would prohibit them from disposing
of their respective Shares, and the Company represents and warrants to
each of the Sellers that the Company is not presently in possession of
any material nonpublic information that would prohibit the Company from
acquiring the Shares, under Section 10(b) of the Securities Exchange
Act of 1934, as amended, Rule 10b-5 promulgated thereunder and other
related SEC rules and interpretations.




 









 











This letter agreement may be executed in any number of counterparts, by
facsimile or by original signature, and each such counterpart hereof shall be
deemed to be an original instrument. All such counterparts together shall
constitute one agreement.



	 	 	 
	

	 	Very truly yours,
	 
	 	 
	

	 	/s/ Dennis R. Casey
	 
	 	 
	

	 	Dennis R. Casey
	

	 	President and Chief Executive Officer
	

	 	Remote Dynamics Incorporated
	

	 	1155 Kas Drive, Suite 100
	

	 	Richardson, TX 75081







Agreed to:




/s/ Lloyd I. Miller, II

Lloyd I. Miller, III




Dated as of July 28, 2004




 









 








Agreed to:




TRUST A-3




	 	 	 
	By:
	 	/s/ Lloyd I. Miller, III
	

	 	

Name: Lloyd I. Miller, III
	

	 	Title: Investment Advisor
	

	 	Number of Shares: 15,682
	

	 	Proceeds: $31,364







TRUST A-4




	 	 	 
	By:
	 	/s/ Lloyd I. Miller, III
	

	 	

	

	 	Name: Lloyd I. Miller, III
	

	 	Title: Investment Advisor
	

	 	Number of Shares: 324,620
	

	 	Proceeds: $649,240







LLOYD CRIDER – IRREVOCABLE

TRUST AGREEMENT




	 	 	 
	By:
	 	/s/ Lloyd I. Miller, III
	

	 	

	

	 	Name: Lloyd I. Miller, III
	

	 	Title: Trustee
	

	 	Number of Shares: 17,250
	

	 	Proceeds: $34,500







CATHERINE C. MILLER – IRREVOCABLE

TRUST AGREEMENT




	 	 	 
	By:
	 	/s/ Lloyd I. Miller, III
	

	 	

	

	 	Name: Lloyd I. Miller, III
	

	 	Title: Trustee
	

	 	Number of Shares: 15,682
	

	 	Proceeds: $31,364







 









 






KIMBERLY MILLER – IRREVOCABLE

TRUST AGREEMENT




	 	 	 
	By:
	 	/s/ Lloyd I. Miller, III
	

	 	

	

	 	Name: Lloyd I. Miller, III
	

	 	Title: Trustee
	

	 	Number of Shares: 15,682
	

	 	Proceeds: $31,364







LLOYD I. MILLER, III – IRREVOCABLE

TRUST AGREEMENT




	 	 	 
	By:
	 	/s/ Lloyd I. Miller, III
	

	 	

	

	 	Name: Lloyd I. Miller, III
	

	 	Title: Trustee
	

	 	Number of Shares: 76,842
	

	 	Proceeds: $153,684







MILFAM I L.P.




	 	 	 
	By:

	 	Milfam LLC,
	

	 	as General Partner







	 	 	 
	By:
	 	/s/ Lloyd I. Miller, III
	

	 	

Name: Lloyd I. Miller, III
	

	 	Title: Manager
	

	 	Number of Shares: 109,775
	

	 	Proceeds: $219,550







MILFAM II L.P.




	 	 	 
	By:

	 	Milfam LLC,
	

	 	as General Partner







	 	 	 
	By:
	 	/s/ Lloyd I. Miller, III
	

	 	

Name: Lloyd I. Miller, III

Title: Manager
	

	 	Number of Shares: 136,434
	

	 	Proceeds: $272,868







 









 






LLOYD I. MILLER, III




	 	 	 
	By:
	 	/s/ Lloyd I. Miller, III
	

	 	

	

	 	Name: Lloyd I. Miller, III
	

	 	Number of Shares: 186,617
	

	 	Proceeds: $373,234







LLOYD I. MILLER, III




	 	 	 
	By:
	 	/s/ Lloyd I. Miller, III
	

	 	

	

	 	Name: Lloyd I. Miller, III
	

	 	Number of Shares: 31,364
	

	 	Proceeds: $62,728